SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2002
FLEETBOSTON FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Rhode Island 1-6366 05-0341324
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Federal Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 434-2200
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Item 5. Other Events.
On March 8, 2002, FleetBoston Financial Corporation (the "Corporation")
completed the public offering of 20,000,000 7.20% Preferred Securities (the
"Preferred Securities") of Fleet Capital Trust VIII, a subsidiary trust of the
Corporation (the "Trust"), at $25 per Preferred Security. Each Preferred
Security will pay cumulative cash distributions at an annual rate of 7.20%,
payable quarterly commencing June 15, 2002. The Preferred Securities are fully
and unconditionally guaranteed (to the extent described in the prospectus
supplement included in the registration statement described below) by the
Corporation. In connection with the issuance of the Preferred Securities, the
Corporation issued $515,463,925 aggregate principal amount of its 7.20% Junior
Subordinated Debentures due 2032 (the "Debentures") to the Trust. The Preferred
Securities and the Debentures were issued pursuant to the shelf registration
statement on Form S-3 (Registration Statement No. 333-72912) of the Corporation,
the Trust and certain other subsidiary trusts of the Corporation.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1 Purchase Agreement, dated March 1, 2002, among the Corporation,
the Trust, and Salomon Smith Barney Inc., Fleet Securities, Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley
& Co. Incorporated, Prudential Securities Incorporated and UBS
Warburg LLC, as representatives of the several Underwriters named
therein.
4(a) Amended and Restated Declaration of Trust, dated as of March 8,
2002, among FleetBoston Financial Corporation, as sponsor, The
Bank of New York (Delaware), as Delaware Trustee, and The Bank of
New York, as Institutional Trustee, the Regular Trustees named
therein and the holders, from time to time, of the undivided
beneficial ownership interests in the assets of Fleet Capital
Trust VIII (incorporated by reference to Exhibit 2.3 to
FleetBoston Financial Corporation's Registration Statement on Form
8-A filed on March 8, 2002).
4(b) Indenture, dated as of June 30, 2000, between FleetBoston
Financial Corporation and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(b) to FleetBoston
Financial Corporation's Current Report on Form 8-K dated June 30,
2000).
4(c) Second Supplemental Indenture, dated as of September 17, 2001,
between FleetBoston Financial Corporation and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 2.6 to
FleetBoston Financial Corporation's Registration Statement on Form
8-A filed on September 21, 2001).
4(d) Third Supplemental Indenture, dated as of March 8, 2002, between
FleetBoston Financial Corporation and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 2.7 to FleetBoston
Financial Corporation's Registration Statement on Form 8-A filed
on March 8, 2002).
4(e) Form of Preferred Security (included in the Amended and Restated
Declaration of Trust incorporated by reference to Exhibit 2.3 to
FleetBoston Financial Corporation's Registration Statement on Form
8-A filed on March 8, 2002).
4(f) Form of Junior Subordinated Debenture (included in the Third
Supplemental Indenture incorporated by reference to Exhibit 2.7 to
FleetBoston Financial Corporation's Registration Statement on Form
8-A filed on March 8, 2002).
4(g) Preferred Securities Guarantee Agreement, dated as of March 8,
2002, between the Corporation and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 2.10 to FleetBoston
Financial Corporation's Registration Statement on Form 8-A filed
on March 8, 2002).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLEETBOSTON FINANCIAL CORPORATION
Dated: March 8, 2002 By /s/ Janice B. Liva
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Janice B. Liva
Deputy General Counsel and
Assistant Secretary